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CONTINUING CONNECTED TRANSACTION Sponsorship Of Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Via A. Fogazzaro n. 28, Milan, Italy Registry of Companies of Milan, Italy: No. 10115350158 (Incorporated under the laws of Italy as a joint-stock company) (Stock Code: 1913) CONTINUING CONNECTED TRANSACTION Sponsorship of Luna Rossa Challenge S.r.l. for its participation in the XXXVI America’s Cup The Board of Directors of PRADA S.p.A. is pleased to announce that on December 1st, 2017 (European time) the Company, entered into a sponsorship agreement with Luna Rossa Challenge S.r.l. for i t s participation in the XXXVI edition of the America’s Cup. Luna Rossa Challenge S.r.l. is a company indirectly controlled by Mr. Patrizio Bertelli, who is a Chief Executive Officer, an Executive Director and a substantial shareholder (as defined in the Listing Rules) of the Company. Therefore Luna Rossa Challenge S.r.l. is a connected person (as defined in the Listing Rules) of the Company. As such, the sponsorship agreement with Luna Rossa Challenge S.r.l. constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Since the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the sponsorship agreement with Luna Rossa Challenge S.r.l. are more than 0.1% but less than 5%, the continuing connected transaction contemplated under the sponsorship agreement with Luna Rossa Challenge S.r.l. is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.52 of the Listing Rules, Somerley Capital Limited has been engaged as independent financial adviser by the Company and has opined that the duration of the sponsorship agreement with Luna Rossa Challenge S.r.l., being longer than three years, is required and it is normal business practice for agreements of this type to be of such duration. —1— Introduction The Board of Directors of PRADA S.p.A. (the “Company”, and together with its subsidiaries, the “Group”) is pleased to announce that on December 1st, 2017 (European time), the Company entered into a sponsorship agreement (the “Sponsorship Agreement”) with Luna Rossa Challenge S.r.l. (“Luna Rossa Challenge”) for the participation of Luna Rossa sailing team in the XXXVI edition of the America’s Cup, consisting of the preliminary series (to take place in 2019- 2020), the challenger selection series (to take place in January/February 2021) and the America’s Cup match (to take place in the first half of 2021) (the “Competition”). Principal terms of the Sponsorship Agreement Date: December 1st, 2017; Grantor: the Company; Grantee: Luna Rossa Challenge S.r.l., a company directly and wholly owned by PA BE 1 S.r.l., which is in turn directly controlled by Mr. Patrizio Bertelli, a Chief Executive Officer, an Executive Director and a substantial shareholder of the Company (as defined in the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)); Term: Takes effect from December 1st, 2017 to June 30th, 2021; Sponsorship Contribution to be paid by the Company for the participation of Luna Rossa sailing team in the Competition Euro 65 million (equal to approximately HK$601.4 million) to be paid in quarterly installments over the period from January 2018 to June 2021 (the “Sponsorship Contribution”); The Sponsorship Contribution has been determined on the basis of the budget for the preparation and participation of the Luna Rossa sailing team in all the prestigious international regattas, both preliminary and final races, of the Competition, including moving its operations to various destinations in which the races will be held. In determining the basis of the Sponsorship Contribution, the Company has taken into account many factors, including the size of the Competition and the expected amount of press coverage of the Competition, which will attract massive attention all around the world and tremendous press coverage from the media, both the traditional ones and the new technologies media. —2— Sponsorship benefits to the Company: In consideration for the Sponsorship Contribution, the Company and, in general, the Group shall have the right to (i) benefit from the title of “Main Sponsor” of Luna Rossa sailing team during the Competition, (ii) promote Prada’s name and trademark jointly with Luna Rossa’s name and trademark, (iii) exhibit the PRADA trademark for advertising purpose within specified events including any international regattas and sporting activities that will take place in New Zealand, the United States, Asia and Europe during the term of the Sponsorship Agreement and, in particular, the preliminary and final races of the Competition, (iv) exhibit the PRADA trademark on, among other things, (a) the hull, boom, drifts and sails of Luna Rossa yachts, (b) the clothing of the Luna Rossa crew, and (c) the backdrop and any communication support, for advertising purposes. The Company and, in general, the Group shall also have the right to use images of the Luna Rossa yachts and its crew for advertising purposes. Annual Caps for the continuing connected transaction The maximum amount of Sponsorship Contribution to be paid to Luna Rossa Challenge for each of the years ending 31 December 2018, 2019, 2020 and 2021 (the “Annual Caps”) is as follows: Annual Cap Annual Cap Annual Cap for the year for the year Annual Cap for for the year ending ending the year ending ending 31. 31.12. 2018 31.12. 2019 31. 12. 2020 12. 2021 Sponsorship Euro 25 Euro 25 Euro 25 Euro 9 Agreement million million million million Each of the Annual Caps set out above was determined after taking into consideration the budget for the preparation and participation of the Luna Rossa sailing team in all of the prestigious international regattas, both preliminary and final races, of the Competition, including moving its operations to various destinations in which the races will be held. The proposed Annual Caps have also taken into account the possibility of any advance payments to Luna Rossa Challenge which may need to be made depending on the timing of the actual races, hence why the aggregate of the annual caps equals Euro 84 million. However, the total amount of Sponsorship Contribution over the Term will not exceed Euro 65 million. The Annual Caps represent the maximum amount to be paid by the Company to Luna Rossa Challenge each financial year. Under the Sponsorship Agreement, it is not expected that Luna Rossa Challenge will be making payments to the Company. —3— General description of the principal business activities carried out by the parties involved in the continuing connected transaction The Group is one of the world’s most prestigious fashion luxury goods groups and the Company is the worldwide exclusive licensee of the design, development, manufacture, advertising, promotion and distribution of, inter alia, the trademarks PRADA, MIU MIU and LUNA ROSSA. Prada S.A. (“Prada SA”) is the legal owner of the PRADA, MIU MIU, LUNA ROSSA and CAR SHOE trademarks. Prada SA has granted the Company the right, among others, to make sponsorship contributions to entities worldwide in the fields of sport and art. Luna Rossa Challenge is the company that manages the Luna Rossa sailing team and its participation in international regattas, including the Competition, the international match racing events as well as the Competition challenger selection series. Reasons for and benefits of the continuing connected transaction The Directors of the Company are of the view that the effects of the Sponsorship Agreement, as demonstrated by the previous sponsorship of Luna Rossa yachts in previous editions of the America’s Cup, were very successful in terms of media impact and in raising the Group’s profile and promoting the Group’s brand name and Prada’s trademark. The sponsorship of Luna Rossa’s participation in the Competition is also in line with the Company’s communication strategy to promote Prada’s brand name and trademark. The Directors (including the independent non-executive Directors) consider that entering into the Sponsorship Agreement for promoting Prada’s brand name and trademark is in the ordinary and usual course of business of the Group and that the Sponsorship Agreement was entered on arm’s length basis, on normal commercial terms or better, which are fair and reasonable, and in the interests of the Group and the Company’s shareholders as a whole. Listing Rules implications The entire share capital of Luna Rossa Challenge is indirectly controlled by Mr. Patrizio Bertelli, who is a Chief Executive Officer, an Executive Director and a substantial shareholder (as defined in the Listing Rules) of the Company. Therefore, Luna Rossa Challenge is a connected person (as defined in the Listing Rules) of the Company and the Sponsorship Agreement constitutes a continuing connected transaction (as defined in the Listing Rules) of the Company under Chapter 14A of the Listing Rules. —4— Mr. Patrizio Bertelli, who has a material interest in the Sponsorship Agreement, and his spouse Ms. Miuccia Prada Bianchi did not attend the board meeting of the Company approving the Sponsorship Agreement; therefore each of them did not vote for the relevant resolution. Since the relevant applicable percentage ratios (as defined in the Listing Rules) for the Sponsorship Agreement exceed 0.1% but are less than 5%, the continuing connected transaction contemplated under the Sponsorship Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
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